Elmos Semiconductor : Invitation to the Annual General Meeting 2024

Mobility Tomorrow

Invitation to the Annual General Meeting 2024

May 15, 2024, 10:00 a.m., Elmos Semiconductor SE

This English translation is provided for convenience only. The German text shall be the sole legally binding version.

This English translation is provided for convenience only. The German text shall be the sole legally binding version.

AGENDA

Agenda item 1

Presentation of the adopted separate financial statements and the approved consolidated financial statements as of December 31, 2023, the Management Board's combined management report for Elmos Semiconductor SE and the Group, and the report of the Supervisory Board for fiscal year 2023

The aforementioned documents (including the explanatory report of the Management Board in accordance with Section 176 (1) sentence 1 AktG (Stock Corporation Act) on the disclosures required under Sections 289a, 315a HGB (Commercial Code)) are available on the Company's website at

https://www.elmos.com/english/about-elmos/investor/annual-general-meeting

as of the convening of the Annual General Meeting. These documents will also be available for inspection during the Annual General Meeting on location as well as at aforementioned internet address. According to statutory provisions, no resolution is scheduled for agenda item 1 as the Supervisory Board has already approved the separate financial statements and the consolidated financial statements.

Agenda item 2

Resolution on the appropriation of retained earnings

Management Board and Supervisory Board propose that the retained earnings reported for Elmos Semiconductor SE of 284,397,832.56 Euro for fiscal year 2023 be used in the amount of 14,552,617.10 Euro for the payment of a dividend of 0.85 Euro per share and that the remaining amount of 269,845,215.46 Euro be carried forward to new accounts.

The proposal for the appropriation of retained earnings takes into account treasury shares held by the Company (579,274 shares) that are not entitled to dividend. If the number of no-par shares entitled to dividend for the past fiscal year 2023 changes up to the date of the Annual General Meeting, an accordingly adjusted proposal for the appropriation of retained earnings will be made to the Annual General Meeting, still providing for a dividend of 0.85 Euro per no-par share entitled to dividend.

Agenda item 3

Resolution on the formal approval of the actions of the Management Board for fiscal year 2023

Management and Supervisory Board propose that the actions of the acting members of the Management Board of Elmos Semiconductor SE in fiscal year 2023 be formally approved for this period.

Agenda item 4

Resolution on the formal approval of the actions of the Supervisory Board for fiscal year 2023

Management Board and Supervisory Board propose that the actions of the acting members of the Supervisory Board of Elmos Semiconductor SE in fiscal year 2023 be formally approved for this period.

It is intended to have the Annual General Meeting vote separately on the approval of the actions of each individual member of the Supervisory Board. The following members of the Supervisory Board who were in office in the past fiscal year are up for discharge:

1. Dr. Dirk Hoheisel;
2. Thomas Lehner;
3. Sven-OlafSchellenberg;
4. Dr. Volkmar Tanneberger;
5. Dr. Klaus Weyer (Chairman); und
6. Prof. Dr. Günter Zimmer (Vice Chairman).

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This English translation is provided for convenience only. The German text shall be the sole legally binding version.

Agenda item 5

Election of the auditor and group auditor for fiscal year 2024 and of the auditor for the review of the interim financial report for the first six months of fiscal year 2024

Based on the recommendation of the Audit Committee, the Supervisory Board proposes to the Annual General Meeting that the following resolution be adopted:

BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, Dortmund office, is appointed

1. auditor and group auditor for fiscal year 2024 as well as
2. auditor for the review of the interim financial report for the first six months of fiscal year 2024.

Agenda item 6

Election of the auditor for the sustainability report for fiscal year 2024

According to Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 amending Regulation (EU) No. 537/2014 and Directives 2004/109/EC, 2006/43/EC and 2013/34/EU with respect to corporate sustainability reporting (Corporate Sustainability Reporting Directive, CSRD), which came into force on January 5, 2023, large capital market-oriented companies with more than 500 employees must already add to their (group) management report for fiscal years beginning after December 31, 2023 a (group) sustainability report, which must be audited externally by the auditor or - at the option of the respective member state - another auditor or an independent provider of assurance services. This means that companies that, like Elmos Semiconductor SE, are already subject to non-financial reporting within the meaning of Section 289b (1) and Section 315b (1) HGB (Commercial Code) must prepare a sustainability report for the company and the group for the first time for fiscal year 2024 and have it externally audited.

The EU member states are obligated to transpose the CSRD into national law by July 6, 2024. It can therefore be assumed that the German legislator will pass a law to transpose the CSRD into German law (CSRD Implementation Act) and that the CSRD Implementation Act will enter into force by the end of the implementation period. To avoid another General Meeting of Shareholders of the Company in 2024 for the election of an auditor for the sustainability report for fiscal year 2024, it is proposed that an auditor already be appointed at the Annual General Meeting on May 15, 2024. The resolution is only to be implemented if the CSRD Implementation Act provides for a corresponding appointment by the General Meeting of Shareholders.

Based on the recommendation of the Audit Committee, the Supervisory Board proposes to the Annual General Meeting that the following resolution be adopted:

BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, Dortmund office, is appointed auditor of the sustainability report for fiscal year 2024 with effect from the entry into force of the CSRD Implementation Act. The resolution will only be implemented if a sustainability report to be prepared for fiscal year 2024 is to be audited externally by an auditor to be appointed by the Annual General Meeting in accordance with the CSRD Implementation Act.

Agenda item 7

Resolution on the approval of the remuneration report for fiscal year 2023

Management Board and Supervisory Board are obligated under Section 162 AktG (Stock Corporation Act) to prepare a report on the remuneration granted and owed by the Company and any of the Group's consolidated entities (Section 290 HGB (Commercial Code)) in the past fiscal year to each individual acting or former member of the Company's Management Board and Supervisory Board.

The remuneration report for the purpose of Section 162 AktG has been audited by the auditor. The auditor examines whether the remuneration report includes all legally required disclosures and statements. The auditor prepares an audit opinion on the audit of the remuneration report (Section 162 (3) AktG).

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This English translation is provided for convenience only. The German text shall be the sole legally binding version.

Management Board and Supervisory Board propose that the following resolution be adopted:

The Annual General Meeting approves the audited remuneration report for the fiscal year ended December 31, 2023 as annexed to the agenda of the Annual General Meeting.

The remuneration report is also available on the internet, together with the audit opinion, at

https://www.elmos.com/english/about-elmos/investor/annual-general-meeting.

Agenda item 8

Resolution on the remuneration of the Supervisory Board

According to Section 113 (3) sentences 1, 2 AktG (Stock Corporation Act), the Annual General Meeting of stock corporations is to vote on the remuneration of the members of supervisory boards at least every four years; a confirmatory resolution is permissible.

The fixed remuneration for the members of the Company's Supervisory Board is intended to be increased from 60,000.00 Euro to 70,000.00 Euro as of July 1, 2024. This increase is meant to compensate for inflation and take account of the increased demands placed on Supervisory Board activities. Moreover, the Supervisory Board has only formed one committee, the Audit Committee. The main activities of the members of the Supervisory Board are therefore not covered by committees.

Management Board and Supervisory Board propose that the following resolution be adopted:

Effective July 1, 2024, members of the Supervisory Board of Elmos Semiconductor SE receive fixed remuneration of 70,000.00 Euro for each fiscal year completed.

Increased compensation is provided for the Chairperson and Vice Chairperson of the Supervisory Board as well as for the chairs and members of Supervisory Board Committees. Due to the greater expenditure of time required, it is 2 times the regular remuneration for the Chairperson of the Supervisory Board and 1.5 times the regular remuneration for the Vice Chairperson. The Chairperson of the Audit Committee is paid additional annual compensation of 20,000.00 Euro. Members of the Audit Committee are paid additional annual compensation of 10,000.00 Euro.

Remuneration corresponds to a full fiscal year. For parts of any fiscal year, remuneration is paid pro rata temporis.

In addition to that, Supervisory Board members are reimbursed for their expenses and, in compliance with statutory provisions, any sales tax levied on remuneration and expenses.

The members of the Supervisory Board are included in a directors and officers liability insurance policy taken out by the Company in its interest at adequate coverage if such insurance policy exists. Corresponding insurance premiums are paid by the Company.

For further information on the remuneration system, please refer to the description of the Supervisory Board remuneration policy annexed to the agenda of the Annual General Meeting.

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This English translation is provided for convenience only. The German text shall be the sole legally binding version.

REMUNERATION REPORT FOR FISCAL YEAR 2023 IN ACCORDANCE WITH SECTION 162 AKTG (STOCK CORPORATION ACT) ON AGENDA ITEM 7

1. Preamble

This remuneration report of Elmos Semiconductor SE has been prepared by Management Board and Supervisory Board together and it meets the requirements of Section 162 AktG (Stock Corporation Act). The Company considers a transparent and comprehensible presentation of the remuneration of Management Board and Supervisory Board according to statutory provisions and standards a component of sound corporate governance.

Generally speaking, a remuneration report describes the individually granted and owed remuneration of the current (i.e., in office as of the reporting date December 31, 2023) and former members of Management Board and Supervisory Board in the respective fiscal year. The remuneration report explains the structure and the amounts of the various components of Management Board and Supervisory Board remuneration in detail with respect to the individual board members.

Total remuneration described in this remuneration report refers to the remuneration components granted for fiscal year 2023 within the meaning of Section 162 AktG. Accordingly, remuneration is deemed granted as soon as it has been actually received by the board members or, in case of stock awards, actually granted. Remuneration components are deemed merely owed if an obligation to remunerate board members is due but has not been fulfilled yet.

1. Management Board remuneration 1) Remuneration policy

The remuneration policy for members of the Management Board of Elmos Semiconductor SE, compliant with the principles of Section 87a AktG and applicable for the Company as of 2021, was approved by the Annual General Meeting on May 20, 2021. The Annual General Meeting of May 10, 2023 approved amendments to the current remuneration policy, particularly with respect to investment commitments. This remuneration policy currently in effect has been released in the invitation to the Annual General Meeting on May 10, 2023 and at the Elmos website

(www.elmos.com/english/about-elmos/investor/corporate-governance.html).

Remuneration of the members of the Management Board of Elmos Semiconductor SE consists of fixed remuneration (base salary, fringe benefits and retirement pension benefits) and variable remuneration (variable non-share-price-based remuneration components and variable share-price-based remuneration components).

Variable non-share-price-based remuneration includes an earnings-related bonus and a target-related bonus. With respect to this type of remuneration, there is a pro rata commitment to invest in the Company's shares. Variable non-share-price-based remuneration components are recognized according to the accrual principle. Variable share-price-based remuneration encompasses stock awards granted to the members of the Management Board. In addition, the Supervisory Board may - at its due discretion in compliance with the Stock Corporation Act - decide on special payments or other remuneration elements (e.g., retention or profit bonuses, special payments for exceptional reasons, additional stock awards) in individual cases if these are possible within the maximum remuneration, provided that in each individual case and cumulatively in each fiscal year a value of 500,000.00 Euro for members of the Management Board and 1 million Euro for the Chief Executive Officer is not exceeded.

Variable remuneration components are aimed at the Company's sustained positive development. Various key financials and targets - among them sales, EBIT margin, the extent of achievement of operational and strategic targets for the fiscal year, and the share price - serve as reference values for a multi-dimensional performance assessment of the Management Board. It reflects the Company's development in its different aspects, not all of which are quantifiable as financials. The successful development and implementation of the business strategy and the Company's development in terms of sustainability (especially in line with ESG criteria) reflect

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This English translation is provided for convenience only. The German text shall be the sole legally binding version.

in the above-mentioned financial indicators applied as well as in the achievement of the fiscal year's non- financial targets, breaking down certain aspects of the corporate strategy into sub-segments and specifying them.

The share of fixed remuneration (base salary, fringe benefits and retirement pension benefits) in total remuneration is set relatively low in relation to the other remuneration components. In contrast to that, the share of variable remuneration (variable non-share-price-based remuneration components and variable share- price-based remuneration components) is set relatively high and predominantly has a long-term incentive effect. Investment commitments for the members of the Management Board with respect to the Company's shares and variable share-price-based remuneration also contribute to Management Board members having a vested interest in the Company's positive long-term performance just like all other shareholders do.

2) Remuneration of the acting members of the Management Board

As of December 31, 2023, the Management Board had three members. In fiscal year 2023, there were no changes to the composition of the Management Board.

Management Board remuneration of Elmos Semiconductor SE for fiscal year 2023 is determined by the following components:

• base salary granted in fiscal year 2023
• fringe benefits (essentially the provision of company cars)
• retirement pension benefits
• variable non-share-price-based remuneration granted in fiscal year 2023 for fiscal year 2022, comprising earnings-related bonus and target-related bonus
• special payments granted in the fiscal year, if applicable
• variable share-price-based remuneration granted in fiscal year 2023 (stock awards), if applicable

Total remuneration of the Management Board for fiscal year 2023 amounts to 3,827,602 Euro altogether. Of that total, 930,000 Euro are accounted for by base salary, 40,955 Euro by fringe benefits, 50,000 Euro by retirement pension benefits, 2,566,646 Euro by variable non-share-price-based remuneration, 240,000 Euro by special payments and 0 Euro by variable share-price-based remuneration with long-term incentive effect (stock awards) granted in the fiscal year.

Total remuneration of the acting Management Board members granted in fiscal year 2023 is presented in the following table:

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This English translation is provided for convenience only. The German text shall be the sole legally binding version.

Total remuneration (EUR)

1. Fair value
2. For Dr. Schneider, a retirement pension in the monthly amount of 4,000.00 Euro secured by reinsurance policies has been concluded, also payable in case of occupational disability (please refer to the section on retirement provision). The payment is presented in the remuneration report based on the accrual principle in the retirement phase.

The various remuneration components are explained in detail as follows.

2.1 Fixed remuneration

2.1.1 Base salary

The base salary for fiscal year 2023 is the following:

2.1.2 Fringe benefits

Fringe benefits are concluded individually between the respective Management Board member and the Supervisory Board within the scope of the remuneration policy. Fringe benefits may comprise the provision of

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This English translation is provided for convenience only. The German text shall be the sole legally binding version.

a company car including its private use, insurance benefits, the reimbursement of costs of travel and accommodation in case of long commutes from the family residence, and other components.

Essentially for the provision of company cars and the reimbursement of costs of commute and accommodation, the Management Board members received the following non-cash benefits or rather reimbursements:

2.1.3 Retirement pension benefits

Management Board members whose first-time appointment took place after January 1, 2016 (Dr. Jan Dienstuhl and Guido Meyer) are supported in setting up private retirement provision with the payment of a fixed amount of currently 25,000 Euro per year of service and thus also compensated for the discontinuation of payments into the statutory pension insurance scheme.

For Management Board members initially appointed prior to fiscal year 2016, a monthly pension in the amount of 4,000 Euro has been agreed on, covered by reinsurance policies and payable also in case of occupational disability. In addition, the loss of statutory pension payments is compensated. Retirement pension requires service for the Company up to the age of 63 and is reduced pro rata temporis in case of premature resignation. It is not reduced in case of resignation within the context of a change of control. Any surplus of the reinsurance policies may increase the retirement pension.

2.2 Variable remuneration

2.2.1 Variable non-share-price-based remuneration

Earnings-related bonus

The earnings-related bonus refers to the EBIT reported for the Company in the consolidated financial statements. The target amount of the earnings-related bonus at 100% target achievement results from the total of the targets of the current year and the two previous years, weighted at 55%, 30%, and 15% respectively. Earlier years are thus considered to a lesser extent in this evaluation. For each year, the target amount derives from total sales achieved multiplied by 17% (from 2023: 20%) and 0.35% for Management Board members and by 17% and 1% for the CEO. The amount of the remuneration achieved is calculated as the total of the amounts for the current year and the two previous years; the percentages used already for target definition, i.e., 55% (current year), 30% (previous year) and 15% (year before previous year), are applied for weighting. Each year the 100% target amount is multiplied by the target achievement percentage. For each of the three years, the following evaluation is made for the determination of the target achievement percentage: If an EBIT margin of 17% is achieved for the respective year under consideration (from 2023: 20%), the target is deemed achieved to 100%. The cap is defined at 150% target achievement and is reached at an EBIT margin of 22% (from 2023: 30%). An EBIT margin of 0% or less corresponds with 0% target achievement. Intermediate values of the EBIT margin ranging between 0% and 17% (from 2023: 20%) and between 17% (from 2023: 20%) and 22% (from 2023: 30%) are considered by linear interpolation. Below an EBIT margin of 5%, that year's target achievement is reduced to 0% and thus to 0 Euro.

The year 2020, which was deeply affected by the coronavirus crisis, is not considered for the bonus calculation for 2021 and 2022; the weight of that year is rather allocated to the respective current year. The weights are adjusted for the year 2021 (2021: 85%; 2019: 15%) as for the year 2022 (2022: 70%; 2021: 30%).

Moreover, the earnings-related bonus must not exceed 200% of the respective year's base salary (cf. above) and is reduced to that amount if necessary.

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This English translation is provided for convenience only. The German text shall be the sole legally binding version.

The variable earnings-related bonus granted in fiscal year 2023 corresponds to target achievement in fiscal year 2022. Earnings-related bonus payments made in fiscal year 2023 according to above-mentioned weighting factors are the following:

Target-related bonus

The amount of the target-related bonus corresponds to the respective year's base salary for 100%. Target achievement can range between 0% and 150% (cap). For individual sub-targets, target achievement by more than 150% may be determined as long as the overall cap of 150% is observed. Targets may be assessed by the Supervisory Board in consideration of sub-targets and as a whole. The Supervisory Board may define common targets and sub-targets for all Management Board members consistently as well as individualized targets and sub-targets. Among the targets pursued are "operational development of the Company," "strategic development of the Company," "further development of the organization in the departments" and "further development of the Company regarding sustainability (ESG)."

Depending on the nature of the individual targets and sub-targets, different methods for the assessment of performance achievement are applied. With respect to targets that can be easily quantified, the Supervisory Board considers operational figures and key financials for the most part. With respect to criteria that cannot be directly assessed in terms of quantity, the Supervisory Board defines milestones or deadlines to be adhered to for its evaluation. For individual targets or sub-targets, the Supervisory Board may use its discretionary power which, however, shall be of minor significance altogether.

The variable target-related bonus granted in fiscal year 2023 corresponds to target achievement in fiscal year 2022.

Dr. Arne Schneider

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